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Session laws and resolutions passed by the General Assembly [1963-1965]

Ch. 700 1965—Session Laws
NOTE: This Act is not effective until July 1, 1967.
(a) any person may complete it by filling in the blanks as authorized;
and
(b) even though the blanks are incorrectly filled in, the security as
completed is enforceable by a purchaser who took it for value and without
notice of such incorrectness.
(2) A complete security which has been improperly altered even
though fraudulently remains enforceable but only according to its original
terms.
Sec. 25A-546. Rights of Issuer With Respect to Registered Owners.
(1) Prior to due presentment for registration of transfer of a security
in registered form the issuer or indenture trustee may treat the registered
owner as the person exclusively entitled to vote, to receive notifications and
otherwise to exercise all the rights and powers of an owner.
(2) Nothing in this Article shall be construed to affect the liability of
the registered owner of a security for calls, assessments or the like.
Sec. 25A-547. Effect of Signature of Authenticating Trustee, Registrar
or Transfer Agent.
(1) A person placing his signature upon a security as authenticating
trustee, registrar, transfer agent or the like warrants to a purchaser for
value without notice of the particular defect that
(a) the security is genuine; and
(b) his own participation in the issue of the security is within his
capacity and within the scope of the authorization received by him from
the issuer; and
(c) he has reasonable grounds to believe that the security is in the
form and within the amount the issuer is authorized to issue.
(2) Unless otherwise agreed, a person by so placing his signature does
not assume responsibility for the validity of the security in other respects.
§§25A-548 to 25A-559: Omitted.
Sec. 25A-560. Rights Acquired by Purchaser; "Adverse Claim"; Title Ac-quired
by Bona Fide Purchaser.
(1) Upon delivery of a security the purchaser acquires the rights in
the security which his transferor had or had actual authority to convey
except that a purchaser who has himself been a party to any fraud or
illegality affecting the security or who as a prior holder had notice of an
adverse claim cannot improve his position by taking from a later bona
fide purchaser. "Adverse claim" includes a claim that a transfer was or
would be wrongful or that a particular adverse person is the owner of or
has an interest in the security.
(2) A bona fide purchaser in addition to acquiring the rights of a pur-chaser
also acquires the security free of any adverse claim.
(3) A purchaser of a limited interest acquires rights only to the extent
of the interest purchased.
Sec. 25A-561. "Bona Fide Purchaser." A "bona fide purchaser" is a
purchaser for value in good faith and without notice of any adverse claim
who takes delivery of a security in bearer form or of one in registered form
issued to him or indorsed to him or in blank.
880

Ch. 700 1965—Session Laws
NOTE: This Act is not effective until July 1, 1967.
(a) any person may complete it by filling in the blanks as authorized;
and
(b) even though the blanks are incorrectly filled in, the security as
completed is enforceable by a purchaser who took it for value and without
notice of such incorrectness.
(2) A complete security which has been improperly altered even
though fraudulently remains enforceable but only according to its original
terms.
Sec. 25A-546. Rights of Issuer With Respect to Registered Owners.
(1) Prior to due presentment for registration of transfer of a security
in registered form the issuer or indenture trustee may treat the registered
owner as the person exclusively entitled to vote, to receive notifications and
otherwise to exercise all the rights and powers of an owner.
(2) Nothing in this Article shall be construed to affect the liability of
the registered owner of a security for calls, assessments or the like.
Sec. 25A-547. Effect of Signature of Authenticating Trustee, Registrar
or Transfer Agent.
(1) A person placing his signature upon a security as authenticating
trustee, registrar, transfer agent or the like warrants to a purchaser for
value without notice of the particular defect that
(a) the security is genuine; and
(b) his own participation in the issue of the security is within his
capacity and within the scope of the authorization received by him from
the issuer; and
(c) he has reasonable grounds to believe that the security is in the
form and within the amount the issuer is authorized to issue.
(2) Unless otherwise agreed, a person by so placing his signature does
not assume responsibility for the validity of the security in other respects.
§§25A-548 to 25A-559: Omitted.
Sec. 25A-560. Rights Acquired by Purchaser; "Adverse Claim"; Title Ac-quired
by Bona Fide Purchaser.
(1) Upon delivery of a security the purchaser acquires the rights in
the security which his transferor had or had actual authority to convey
except that a purchaser who has himself been a party to any fraud or
illegality affecting the security or who as a prior holder had notice of an
adverse claim cannot improve his position by taking from a later bona
fide purchaser. "Adverse claim" includes a claim that a transfer was or
would be wrongful or that a particular adverse person is the owner of or
has an interest in the security.
(2) A bona fide purchaser in addition to acquiring the rights of a pur-chaser
also acquires the security free of any adverse claim.
(3) A purchaser of a limited interest acquires rights only to the extent
of the interest purchased.
Sec. 25A-561. "Bona Fide Purchaser." A "bona fide purchaser" is a
purchaser for value in good faith and without notice of any adverse claim
who takes delivery of a security in bearer form or of one in registered form
issued to him or indorsed to him or in blank.
880